UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended July 31, 2002                   Commission File Number 0-28759
                  -------------                                          -------



                          PocketSpec Technologies Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Colorado                                     84-1461919
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 3225 E Second Avenue, Denver, Colorado                                 80206
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip code)


                                 (303) 393-1600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    X  Yes              No
                                     ---               ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                   18,601,363
            --------------------------------------------------------
            Class Number of shares outstanding at September 13, 2002



                     This document is comprised of 13 pages.

<PAGE>



                                   FORM 10-QSB
2ND QUARTER
                                      INDEX

PART I - FINANCIAL INFORMATION

                                                                         Page
                                                                         ----

Item 1.  Financial Statements*

Condensed, consolidated balance sheet - July 31, 2002 (Unaudited)           3

Condensed, consolidated statements of operations - Three and six
       months ended through July 31, 2002 and 2001 (Unaudited)              4

Condensed, consolidated statements of cash flows - Six months ended
       through July 31, 2002 and 2001 (Unaudited)                           5

Notes to condensed, consolidated financial statements (Unaudited)           6

Item 2.  Management's Discussion and Analysis                               9




PART II - OTHER INFORMATION

Item 1.  Legal Proceeding                                                  11

Item 2.  Changes In Securities                                             11

Item 3.  Defaults Upon Senior Securities                                   11

Item 4.  Submission of Matters To A Vote of Security Holders               11

Item 5.  Other Information                                                 11

Item 6.  Exhibits and Reports on Form 8-K                                  11

Signatures                                                                 11

Certifications                                                             12


*The  accompanying  financial  statements  are  not  covered  by an  Independent
Certified Public Accountant's report.
                                        2
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                           Consolidated Balance Sheets
                                   (Unaudited)
<CAPTION>

                                                                          July 31,
                                                                            2002
                                                                         -----------
<S>                                                                      <C>
  Assets
Current assets:
     Cash and Cash Equivalents                                           $    12,327
     Trade receivables                                                           723
     Note receivable, related party (Note 3)                                  95,857
     Indebtedness from related party (Note 3)                                  2,000
     Inventory at cost (Note 4)                                              205,475
     Prepaid expenses                                                          3,864
                                                                         -----------
           Total current assets                                              320,246

Fixed assets:
     Furniture and fixtures, net of accumulated depreciation of $3,606        39,407
     Office equipment, net of accumulated depreciation of $3,682              28,992
     Molds, net of accumulated depreciation of $12,226                       102,040
                                                                         -----------
           Total fixed assets                                                170,439

Intangible assets:
     Patent costs net of accumulated amortization of $16,015                 101,277
     Trademark costs net of accumulated amortization of $1,340                17,819
     License rights net of accumulated amortization of $3,889                  6,111
     License rights acquired from related party, net of accumulated
        amortization of $24,256 (Note 2)                                   1,431,106
                                                                         -----------
           Total assets                                                  $ 2,046,998
                                                                         ===========

                   Liabilities and Shareholders' Equity
Liabilities:
     Accounts payable                                                    $   129,460
     Accrued liabilities                                                      26,278
     Accrued interest (Note 4)                                                 3,813
     Revenue funding (Note 4)                                                 52,500
     Revenue funding, related party (Note 3)                                 332,562
     Deferred warranty revenue (Note 4)                                        3,247
     Notes payable (Note 4)                                                  285,000
                                                                         -----------
        Total libilities                                                     832,860

Commitment                                                                      --

Shareholders' equity:
     Common stock, $0.001 par value, 50,000,000 shares authorized,
        18,644,363 shares issued, 18,601,363 shares outstanding               18,601
     Additional paid-in capital                                            5,316,664
     Treasury stock, excess of $.001 par value,
        43,000 shares at cost                                                (15,349)
     Accumulated deficit                                                  (4,105,778)
                                                                         -----------
           Total shareholders' equity                                      1,214,138
                                                                         -----------
                                                                         $ 2,046,998
                                                                         ===========
</TABLE>
                 See accompanying notes to financial statements

                                        3

<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                                            Three Months Ended               Six Months Ended
                                                                                  July 31,                       July 31,
                                                                       ----------------------------    ----------------------------
                                                                          2002            2001            2002             2001
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>

Revenues                                                               $       --      $       --      $       --      $       --

Cost of sales:
    Cost of merchandise sold                                                  2,335            --             2,335            --
                                                                       ------------    ------------    ------------    ------------
             Total cost of merchandise sold                                   2,335            --             2,335            --

             Gross margin                                                    (2,335)           --            (2,335)           --

Operating expenses:
    General and administrative expenses                                     321,693          44,304         632,087          75,175
    General and administrative-stock based compensation (Note 5)             45,000       1,472,556         146,350       1,472,556
    General and administrative expenses-related parties (Note 3)             10,500          34,300          14,500          39,550
    Research and development costs                                          132,418          56,492         132,418          70,324
    Depreciation                                                             16,216             670          18,356             670
    Amortization                                                             31,296           1,005          32,107           1,005
                                                                       ------------    ------------    ------------    ------------
             Total general and administrative expenses                      557,123       1,609,327         975,818       1,659,280

             Operating (loss)                                              (559,458)     (1,609,327)       (978,153)     (1,659,280)

Other income (expense):
    Other income                                                               --              --              --            10,000
    Interest income (expense)                                                 4,923             218           4,935          (1,176)
    Gain on sale of assets acquired from related party (Note 3)             110,617          32,575         110,617          37,720
    Deferred gain realized on sale of assets to related party (Note 3)         --              --              --              --
                                                                       ------------    ------------    ------------    ------------
             Total other income (expense)                                   115,540          32,793         115,552          46,544

             (Loss) from continuing operations before income taxes         (443,918)     (1,576,534)       (862,601)     (1,612,736)

Provision for income taxes - benefit                                           --              --           (65,394)           --

             (Loss) from continuing operations                             (443,918)     (1,576,534)       (797,207)     (1,612,736)

Discontinued operations:
    Income (loss) of Real Estate Opportunities, Inc. (including gain
       on disposal of $-0-, $177,995, $192,336, and $236,501)                  --           (31,376)        192,336         185,129
    Income tax expense (benefit)                                               --           (13,690)         65,394          64,021
                                                                       ------------    ------------    ------------    ------------
    Income (loss) on discontinued operations                                   --           (17,686)        126,942         121,108

             Net (loss)                                                  $(443,918)    $(1,594,220)      $(670,265)    $(1,491,628)
                                                                       ============    ============    ============    ============

Net income (loss) per share:
    Continuing operations                                              $     (0.024)   $     (0.096)   $     (0.054)   $     (0.122)
                                                                       ============    ============    ============    ============
    Discontinued operations                                            $       --      $     (0.001)   $      0.009    $      0.009
                                                                       ============    ============    ============    ============
    Net income (loss)                                                  $     (0.024)   $     (0.097)   $     (0.045)   $     (0.113)
                                                                       ============    ============    ============    ============
    Basic and dilluted shares used for computation                       18,630,696      16,497,242      14,829,603      13,247,334
                                                                       ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                        4
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                                 Six Months Ended
                                                                                      July 31,
                                                                            --------------------------
                                                                               2002           2001
                                                                            -----------    -----------

<S>                                                                         <C>            <C>
Cash flows from operating activities:
     Net cash used by operating activities                                  $  (784,645)   $  (119,774)
                                                                            -----------    -----------

Cash flows from investing activities:
     Cash received on disposition of participation interest acquired from
        related party                                                              --          144,290
     Cash paid for property additions, related party (Note 2)                   (69,065)      (199,175)
     Cash paid for property additions, other                                   (113,938)          --
     Cash paid for patent                                                       (18,100)          --
     Cash paid to acquire stock                                                 (86,206)          --
     Cash received on accounts receivable, trade                                  2,210           --
     Sale of loans to individual                                                403,510           --
     Purchase of interest in note receivable, related party (Note 2)            (13,770)          --
     Repayment of notes receivable, related parties (Note 2)                     70,812           --
     Short term loans made to related parties (Note 2)                          (43,597)       (30,537)
     Repayment of short term loans, related parties (Note 2)                     13,900         25,537
     Proceeds from sale of note receivable, related party (Note 2)               99,853           --
     Proceeds from sale of note receivable, other (Note 2)                       60,000           --
     Proceeds from sale of stock, related party (Note 2)                          9,233           --
                                                                            -----------    -----------
               Net cash received (used) by investing activities                 314,842        (59,885)
                                                                            -----------    -----------

Cash flows from financing activities:
     Principal payments paid on notes (Note 3)                                   (6,984)          --
     Principal payments paid on notes, related party                               --           (8,291)
     Repayment of short term loans, related parties (Note 2)                    (44,554)      (305,666)
     Short-term borrowings from related parties (Note 2)                         33,054        510,300
     Repayment of short-term borrowings, other                                     --          (60,000)
     Proceeds from borrowing, other (Note 3)                                     50,000           --
     Proceeds from revenue funding, related parties (Note 2)                    332,562           --
     Proceeds from revenue funding, other (Note 3)                               52,500           --
     Proceeds from the exchange of debt and 277,500 shares
        of common stock (Note 2)                                                 15,000           --
     Proceeds from issuance of common stock (Note 2)                              7,500           --
     Proceeds from exercised stock options                                         --           47,575
                                                                            -----------    -----------
               Net cash provided by financing activities                        439,078        183,918
                                                                            -----------    -----------

Net change in cash                                                              (30,725)         4,259
Cash and cash equibalents at beginning of period                                 43,052          4,451
                                                                            -----------    -----------
               Cash and cash equivalents at end of period                   $    12,327    $     8,710
                                                                            ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
        Interest                                                            $    10,421    $    71,159
                                                                            ===========    ===========
        Income taxes                                                        $      --      $     4,734
                                                                            ===========    ===========

     Non-cash investing and financing activities:

        Common stock issued to acquire intangibles                          $ 2,567,911    $      --
                                                                            ===========    ===========
        Common stock issued to repay debt principal other                   $    41,485    $      --
                                                                            ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                        5
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1: Basis of presentation

          (a)  The financial  statements  presented herein have been prepared by
               the Company in  accordance  with the  accounting  policies in its
               annual 10-KSB report dated January 31, 2002 and should be read in
               conjunction with the notes thereto.

               In the opinion of management, all adjustments (consisting only of
               normal  recurring  adjustments)  which are necessary to provide a
               fair  presentation  of operating  results for the interim  period
               presented  have been  made.  The  results of  operations  for the
               periods  presented are not necessarily  indicative of the results
               to be expected for the year.

          (b)  Property, equipment and depreciation

               Property and  equipment are recorded at cost.  Expenditures  that
               extend  the  useful  lives of assets  are  capitalized.  Repairs,
               maintenance  and  renewals  that do no extend the useful lives of
               the assets are expensed as incurred.  Depreciation is provided on
               the  straight-line  method over the  following  estimated  useful
               lives:  furniture,  7 years; office equipment,  5 years; molds, 3
               years.  Depreciation expense was $16,216 and $18,356 (unaudited),
               and $670 and  $670  (unaudited),  for the  three  and six  months
               period ended July 31, 2002 and 2001, respectively.

               Interim financial data presented herein are unaudited.

Note 2: Acquisition of Color-Spec Technologies, Inc.

          (a)  On May 31,  2002 we acquired  100% of the issued and  outstanding
               common   shares   of   Color-Spec   Technologies,   Inc.   in   a
               stock-for-stock  acquisition. The transaction was approved on May
               31, 2002 by shareholders of Color-Spec  Technologies,  Inc. Under
               the terms of the  acquisition,  each  shareholder  of  Color-Spec
               Technologies,  Inc.  received  one common  share of our stock for
               each common share of stock owned by the Color-Spec  Technologies,
               Inc.  shareholder.  As a  result,  we own  all of the  assets  of
               Color-Spec  Technologies,   Inc.,  including  their  intellectual
               property. We issued a total of 8,316,353 restricted shares of our
               common stock in connection  with this  transaction.  As PockeSpec
               Technologies  Inc. and Color-Spec  Technologies,  Inc. were under
               common  control,  the acquisition was recorded at historical cost
               and the historical  results of operations  have been combined for
               all periods presented.

Note 3: Related party transactions

               Asset  Realization,  Inc. (ARI), B7 Brand,  LLC (B7B),  Cape Aloe
               Corp.,  (CAC),  Cherry  Creek  Cottage,  LLC  (CCC),   Color-Spec
               Technologies,  Inc., (CST), Krupka & Associates, LLC (K&ALLC), F.
               Jeffrey  Krupka (FJK),  Krupka-Brophy  Profit Sharing Plan (KBP),
               and Platinum  Financial Fund, LLC (PFF),  Wraith Moon House,  LLC
               (WMH) are affiliates of our Company. Transactions discussed below
               relating to CST occurred prior to the May 31, 2002 acquisition by
               PocketSpec Technologies Inc.

          (a)  During the six months  period ended July 31, 2002,  we acquired a
               note  receivable  payable by PFF in the amount of $160,857 from a
               non-affiliate.  We sold a  portion  of the  note  receivable  for
               $65,000 and discounted the note sale by $5,000. Net cash received
               totaled $60,000.  Subsequent to the end of this fiscal quarter an
               additional  $67,000 of the  receivable  has been sold for cash in
               the amount of $59,000.

          (b)  For the six  months  period  ended  July 31,  2002,  prior to our
               acquisition  of CST,  PFF  borrowed  $40,000  from  CST,  and PST
               borrowed  $1,100 from CST. CST  borrowed  $2,000 from PST and FJK
               borrowed  $497 from PST.  PFF repaid CST  $40,758  and repaid PST
               $30,054  during the first  fiscal  quarter  ended April 30, 3003.
               Cash received for the loan repayments totaled $70,812.


                                        6
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

               PST repaid  $1,100 and FJK repaid  $5,100 to CST.  K&A repaid PST
               $500, CST repaid $2,000,  FJK repaid $2,500 and ARI repaid $2,700
               to PST,  totaling  $13,900.  CST repaid  short-term  loans in the
               amounts of $3,284, $20,000,  $2,000, and $1,500 to B7B, PFF, PST,
               and ARI, respectively.  PST repaid short-term loans in the amount
               of $2,770 and  $15,000 to PFF and B7B,  respectively.  Total cash
               paid on short-term loans between affiliates was $44,554.

               CST borrowed  $10,000 from PFF,  $3,284 from B7B, and $2,000 from
               PST.  CST  borrowed   $2,770  from  PFF  and  $15,000  from  B7B.
               Short-term loans between  affiliates totaled $33,054. A remaining
               receivable  balance from a related party totals $2,000,  which we
               anticipate  will be paid  during  the next  fiscal  quarter.  CST
               purchased an interest in a note receivable for $13,770 during the
               first  fiscal  quarter.  CST  sold  the note for cash in the same
               amount.

               CST sold  277,500  shares of common  stock to B7B in exchange for
               $15,000 cash and debt  assumption  in the amount of $26,485.  The
               stock was valued at $41,485.  CST also sold 50,000  shares of its
               common stock to ARI for $7,500 during the first quarter, in order
               to raise operating capital.

          (c)  Acquisition of property

               On March 22,  2002 we acquired  assets from PFF.  The assets were
               purchased at predecessor cost, or net book value in the amount of
               $53,165  per  our   affiliate's   cost  basis  less   accumulated
               depreciation.  FJK, our CEO, acquired  additional assets totaling
               $15,900  for  PocketSpec  Technologies  Inc.  through  use of his
               personal line of credit. For the six months period ended July 31,
               2002,  we have  reimbursed  FJK a total  amount  of  $15,900  for
               depreciable asset purchases.

          (d)  For the six  months  period  ended  July  31,  2002  the  Company
               received  $332,562  from  assignment  agreements  for the sale of
               specific  units to be  produced at a later  time.  The  financial
               arrangement  covers the costs of  inventory  and  production,  in
               order to establish an inventory of completed  units to be shipped
               upon receipt of orders.

               We received cash from ARI in the amount of $43,312 for 330 units,
               $71,125  from B7B for 540  units,  $212,625  from  KBP for  1,620
               units,  and  $5,500  from  WMH for 40  units.  The  terms  of the
               agreements  include  finance  charges  on a per  unit  basis,  or
               approximately  $19 per  unit.  Potential  cost  of the  financial
               arrangement totals $46,938.

          (e)  During the six  months  period  ended  July 31,  2002 we paid CCC
               $16,000 for office rent.  FJK  reimbursed  the Company $1,500 for
               office space used for managing other  affiliated  companies.  The
               Company  also  reimbursed  FJK  $85,645  for  travel,   inventory
               purchases,  and other expenses. The amounts have been recorded in
               the accompanying financial statements.

          (f)  For the six months  period  ended  July 31,  2002 CST sold a note
               receivable valued at $101,385 discounted in the amount of $14,544
               for cash totaling $86,083. CST also sold a note receivable valued
               at $15,300  discounted  in the amount of $1,530 for cash totaling
               $13,770 to B7B.  Additionally,  CST sold 131,880 shares of ARI to
               CAC for $9,233 cash. Total gains on the sales were $110,617.

          (g)  On March 29, 2002 CST issued  300,000  shares of its common stock
               valued at $45,000 to an individual  for services.  During the six
               months  period ended July 31, 2002 PST issued  275,000  shares of
               common  stock  valued at $101,350  to  individuals  for  services
               performed. Total stock based compensation was $146,350.

Note 4: Transactions with non-affiliates.

          (a)  During  the  period  ended July 31,  2002 the  Company  had sales
               totaling $3,247. Realization of revenues was deferred pending the
               expiration of the 90 days warranty period.  All future sales will
               be deferred for 90 days until actual  warranty costs, if any, can
               be determined.

                                        7
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          (b)  For the six  months  ended  July 31,  2002 the  Company  acquired
               inventory  for  the  manufacture  of its  color-measuring  device
               product lines. The total amount paid for inventory was $205,475.

          (c)  The Company acquired  depreciable assets from non-affiliates at a
               total cost of  $113,938.  We also paid  $18,100 for patent  costs
               through the six months period ended July 31, 2002.

          (d)  For the six  months  period  ended  July  31,  2002  the  Company
               received  $52,500  from  assignment  agreements  for the  sale of
               specific  units to be  produced at a later  time.  The  financial
               arrangement  covers the costs of  inventory  and  production,  in
               order to establish an inventory of completed  units to be shipped
               upon receipt of orders.

               We received cash from individuals totaling $52,300 for 400 units.
               The terms of the agreements include finance charges on a per unit
               basis,  or  approximately  $19 per  unit.  Potential  cost of the
               financial arrangement totals $7,500.

          (e)  The Company has notes payable totaling  $285,000 bearing interest
               rates of 6% per annum.  The notes mature  anywhere  from December
               31, 2002  through  June 3, 2003.  The terms of the notes  include
               payment in full plus  accrued  interest  or monthly  installments
               beginning  July 1, 2002 in the  amounts of $250 or $200 per month
               until  maturity,  at which time the entire  balance  and  accrued
               interest is due and payable.

          (f)  For the six months  period  ended July 31, 2002 the Company  sold
               notes receivable for cash totaling  $403,510 in order to generate
               operating capital.

          (g)  The Company  borrowed  $50,000 from an  individual  for operating
               capital  during the six months  period ended July 31,  2002.  The
               Company  paid the debt in full during July 2002 by selling  notes
               receivable and accrued interest to date for $2,401 cash, net. The
               notes receivable totaled $210,000 and accrued interest receivable
               totaled  $4,394.  In exchange for the notes  receivable and cash,
               the Company acquired from the individual,  a note receivable from
               PFF in the amount of $160,857  which we have  subsequently  sold.
               Accrued interest and interest expense on the $50,000 note payable
               totaled $1,136.  Other transactions include principal payments on
               notes payable in the amount of $6,984 by CST that occurred during
               the first quarter of this year.

Note 5: Shareholders' Equity

          During the six months  period  ended July 31, 2002 we  recorded  stock
          based  compensation  in  the  amount  of  $146,350.   The  stock-based
          compensation  represents  275,000  shares  of common  stock  valued at
          $101,350  that were issued by PST for services  and 300,000  shares of
          CST common stock valued at $45,000 that were issued for services prior
          to our  acquisition  of CST.  The  transactions  are expensed as stock
          based compensation in the accompanying financial statements.

          The Company  issued  8,316,353  shares of its common  stock to acquire
          100% of the  outstanding  shares of Color-Spec  Technologies,  Inc. in
          May, 2002.

          For the six months  period ended July 31, 2002 the Company  reacquired
          944,850  shares of its common  stock for cash  totaling  $86,206.  The
          Company   recorded  the   transactions   as  treasury   stock  in  the
          accompanying   financial   statements.   The  Company  also  cancelled
          1,035,708  shares of it common stock and returned the cancelled shares
          to authorized and unissued.

                                        8
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Forward-Looking Statements

The  following  discussion  contains  forward-looking  statements  regarding our
Company,  its business,  prospects and results of operations that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  actual  business,  prospects  and  results  of  operations  to differ
materially   from  those  that  may  be  anticipated  by  such   forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation:  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements  that adversely  affect or preclude clients from using our products
for certain  applications;  delays our introduction of new products or services,
and our failure to keep pace with emerging technologies.

When  used  in  this  discussion,  words  such  as  "believes",   "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

Our main focus of operations is the color-measuring  business.  During this past
fiscal quarter,  we generated  revenues totaling $3,247. We have been engaged in
both the  development  and marketing of our products.  We anticipate  increasing
revenues in the third fiscal quarter, as we begin sales of our product lines. At
the present  time,  we are  producing  the first one thousand  units each of the
Color QA,  ColorCheck,  and  BronzeCheck  products in anticipation of completing
orders as they are  received.  We have had strong  preliminary  interest  in the
products,  although  no  significant  orders  have  been  received.  We have the
capability  of  on-line  purchasing  and  credit  card  transactions,  including
American Express cards. Our web site is www.pocketspec.com.

We had  acquired  an  exclusive  worldwide  license  for the  manufacturing  and
marketing  rights for a hand-held  device for measuring  and comparing  color of
objects and light  emission.  We acquired these rights  pursuant to a technology
license  agreement  from  Color-Spec  Technologies,  Inc. on October 3, 2001. In
addition, the agreement assigned rights to a pending utility patent covering the
color technology and application. On May 31, 2002 we acquired 100% of the issued
and   outstanding   common  shares  of  Color-Spec   Technologies,   Inc.  in  a
stock-for-stock  acquisition.  The  transaction  was approved on May 31, 2002 by
shareholders   of  Color-Spec   Technologies,   Inc.  Under  the  terms  of  the
acquisition,  each  shareholder of Color-Spec  Technologies,  Inc.  received one
common share of our stock for each common share of stock owned by the Color-Spec
Technologies,  Inc. shareholder.  We issued 8,316,353 shares of our common stock
for the  acquisition.  Color-Spec  Technologies,  Inc.  became  a  wholly  owned
subsidiary of ours. As a result,  we own,  through this  subsidiary,  all of the
assets of Color-Spec  Technologies,  Inc., including their intellectual property
and their right to receive royalty payments from us of $75 per unit sold.

                                        9
<PAGE>


We will  continue to pursue  acquisitions  of  intellectual  properties,  with a
specific focus in electronic  applications  relating to color-measuring  devices
and other  monitoring type devices.  We will continue  looking for  intellectual
properties,  which may be acquired  directly from  inventors  with a view toward
commercializing the technology.

We had $-0- revenues but had $3,247 in deferred sales which we plan to recognize
after  expiration  of our 90 day  warranty  period for the three  months and six
months  period  ended July 31,  2002 which  compares  to revenues of -0- for the
three months and six months  periods  ended July 31, 2001,  respectively.  Total
operating expenses, which consisted of general and administrative expenses, were
$557,123 for the three months period ended July 31, 2002 and  $1,609,327 for the
three months period ended July 31, 2001.  Total  operating  expenses for the six
months period ended July 31, 2002 were $975,818  compared to $1,659,280  for the
six months  period  ended July 31,  2001.  The major  components  of general and
administrative expenses are research and development,  wages, legal, accounting,
rent and other expenses for the three and six months period ended July 31, 2002,
consulting,  wages, and related expenses and other expenses for the three months
and six months period ended July 31, 2001.

Our net loss for the three  months  period  ended  July 31,  2002 was  $443,918,
compared to net loss of  $1,594,220  for the three months  period ended July 31,
2001.  Our net loss for the six months  period ended July 31, 2002 was  $670,265
compared to a net loss of  $1,491,628  for the six months  period ended July 31,
2001.  We had a loss on a fully diluted  basis,  of $.02 per share for the three
months period ended July 31, 2002,  compared to a net loss of $.10 per share for
the three months period ended July 31, 2001. We had a loss per share, on a fully
diluted basis, of $.05 for the six months period ended July 31, 2002 compared to
a loss per share,  on a fully diluted  basis,  of $.11 for the six months period
ended July 31, 2001.

We were not  profitable in the second fiscal  quarter  because we were directing
our efforts toward the production and marketing of our products. The main reason
for our  profit  last  year was the  sale of some of our  existing  real  estate
properties. We anticipate increasing revenues from our products during the third
fiscal  quarter but cannot predict when, if at all, we will be profitable in our
new business.

Liquidity and Capital Resources

Our net cash was $12,327 as of July 31, 2002,  compared to $8,710 as of July 31,
2001.

Net cash received from investing  activities totaled $314,842 as a result of the
sale of notes  receivable  for and receipt of  payments  on  accounts  and loans
receivable  for the  period  ended  July  31,  2002.  Net  cash  from  investing
activities  for the  period  ended  July 31,  2001 was  $(59,885).  Our net cash
received from financing  activities was $439,078 for the six months period ended
July 31, 2002,  compared to having  received  $183,918 for the six months period
ended July 31, 2001.  Cash from  financing  activities for the six months period
ended  July 31,  2002 came from  short-term  loans from  related  parties in the
amount of $33,054,  a loan from a  non-affiliate  in the amount of $50,000,  and
from  assignments  of future  revenues  received in the amount of $385,062  from
affiliates  and  non-affiliates.  Other  cash  came from the sale of stock for a
total  amount of  $22,500  as  discussed  in Note 2 above.  Cash from  financing
activities  for the six months  period  ended July 31, 2001 came from loans from
related  parties  totaling  $510,300  and  $47,575  from the  exercise  of stock
options.

We have  accounts  receivable  for the six months  ended July 31, 2002  totaling
$723. We have prepaid expense of $3,864 for the current period.

Our first products,  the Color QA, Color Check,  and BronzeCheck are ready to be
marketed.  We have chosen to finance our first units  through an  Assignment  of
Proceeds  Agreement  with private  investors,  who purchase  specific units at a
discount and receive the difference  between the investment price and sale price
as their profit on the transaction.  In this way, we believe that we can build a
sufficient inventory base to complement our marketing program.

We still plan to develop our technology through non-exclusive license agreements
with  limited  liability  companies  that we have  formed  for the  purposes  of
developing  certain aspects of the color comparison  technology.  We have formed
three  limited  liability  companies,   which  will  focus  in  specific  areas:
PocketSpec  Cosmetic,  LLC; PocketSpec Dental, LLC; and PocketSpec  Dermatology,
LLC.  Each  limited  liability   company  will  fund  the  final   technological
development  and marketing of their product or products,  as the case may be. At
the  present  time,  each  of  these  limited  liability  companies  is  in  the
development stage and has not commenced operations. We may also examine

                                       10
<PAGE>


other  forms  of  financing  for our  operations.  In any  case,  we  will  need
additional financing to achieve our business plan.


PART II. - OTHER INFORMATION

Items 1 Through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K.

     (a) Exhibit  99.1  Certification  of Chief  Executive  Officer,  F. Jeffrey
Krupka,   pursuant  to  18  USC  Section  1350,  as  adopted   pursuant  to  the
Sarbanes-Oxley Act of 2002.

     (b) Exhibit 99.2 Certification of Chief Financial  Officer,  Cynthia Kettl,
pursuant to 18 USC Section 1350, as adopted pursuant to the  Sarbanes-Oxley  Act
of 2002.

      May 14, 2002     Form  8-K Agreement to Acquire Color-Spec
                       Technologies,  Inc.
      May 28, 2002     Form 8-K Financing Program for Accredited
                       Investors
      June 3, 3003     Form 8-K Acquisition of Color-Spec Technologies,
                       Inc.
      June 7, 2002     Form  8-K  Change in Registrant's Certifying
                       Accountant
      June 18, 2002    Form 8-K/A Amend Change in Registrant's
                       Certifying Accountant
      July 26, 2002    Form  8-K/A  Amend Acquisition  of  Color-Spec
                       Technologies, Inc.

POCKETSPEC TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                         Date: 9/13/02
PocketSpec Technologies Inc.

/s/ F. Jeffrey Krupka
----------------------------
By: F. Jeffrey Krupka
Chief Executive Officer



                                                         Date: 9/13/02
PocketSpec Technologies Inc.

/s/ Cynthia Kettl
----------------------------
By: Cynthia Kettl
Chief Financial Officer

                                       11




                                 CERTIFICATIONS

I, F. Jeffrey Krupka, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB of  PocketSpec
Technologies Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  September 13, 2002
                                                         /s/ F. Jeffrey Krupka
                                                         -----------------------
                                                         F. Jeffrey Krupka,
                                                         Chief Executive Officer

                                       12
<PAGE>


      I, Cynthia Kettl, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB of  PocketSpec
Technologies Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  September 13, 2002
                                                         /s/ Cynthia Kettl
                                                         -----------------------
                                                         Cynthia Kettl,
                                                         Chief Financial Officer
                                       13